THIRD SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of October 31, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).
W I T N E S S E T H :
WHEREAS, in connection with certain internal reorganizations, (a) Reynolds Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Reynolds Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Reynolds Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Reynolds Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);
WHEREAS Section 5.01(a) of the Senior Notes Indenture sets forth certain conditions to, among other things, the conversion of Reynolds Issuer Lux or BP I Lux into any Person; and
WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Notes Indenture, the Trustee, BP I NZ and the Issuers are authorized to execute and deliver this Senior Notes Supplemental Indenture in order to comply with Article V of the Senior Notes Indenture.
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Notes Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Notes Indenture and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Notes Indenture and the Senior Note Guarantee.
ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Reynolds Issuer NZ) and each Senior Note Guarantor hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of Reynolds Issuer NZ under the Senior Notes Indenture and the Senior Notes. The foregoing confirmation of obligations by each of the Issuers (other than Reynolds Issuer NZ) and each Senior Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Reynolds Issuer NZ.
(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of BP I NZ under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees. The foregoing confirmation of obligations by each of the Issuers and each Senior Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.
iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Notes Indenture, upon the effectiveness of this Senior Notes Supplemental Indenture, (a) Reynolds Issuer NZ will succeed to, and be substituted for, Reynolds Issuer Lux under the Senior Notes Indenture and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Note Guarantee and the Senior Notes Indenture. All references in the Senior Notes Indenture and the Senior Notes to the Luxembourg Issuer shall be deemed to be references to Reynolds Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.
iv.Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.
v.Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
vi.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.
vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I NZ, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.
(b) To secure the payment obligations of the Issuers and BP I NZ in this Section, the Trustee shall have a Lien prior to the Senior Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Notes.
viii.Duplicate Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
x.No Adverse Interpretation of Other Agreements. This Senior Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.
xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.
xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I NZ in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.
xiii.Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Notes Supplemental Indenture or the Senior Notes.
xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:
If to any of the Issuers:
1900 West Field Court
Lake Forest, IL 60045
Attention of Joseph E. Doyle
Group Legal Counsel
Fax: 847-482-4589
JDoyle@pactiv.com
If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:
The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com
xv.Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.
(1)
IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.
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| REYNOLDS GROUP ISSUER LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
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| REYNOLDS GROUP ISSUER INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
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| REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| BEVERAGE PACKAGING HOLDINGS I LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
Canada
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| EVERGREEN PACKAGING CANADA LIMITED |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
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| PACTIV CANADA INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
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REYNOLDS CONSUMER PRODUCTS CANADA INC. |
| By |
| | /s/ Joseph E. Doyle |
| | Name: Joseph E. Doyle |
| | Title: Assistant Secretary |
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New Zealand
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| BEVERAGE PACKAGING HOLDINGS III LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| BEVERAGE PACKAGING HOLDINGS V LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
New Zealand
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| CLOSURE SYSTEMS INTERNATIONAL LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| EVERGREEN PACKAGING INTERNATIONAL LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| REYNOLDS PACKAGING INTERNATIONAL LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
New Zealand
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| BEVERAGE PACKAGING (NEW ZEALAND) LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| and witnessed by |
| | |
| | Name: |
| | Address: |
| | Occupation:
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| REYNOLDS GROUP HOLDINGS LIMITED |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Authorised Signatory |
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| and witnessed by |
| | |
| | Name: |
| | Address: |
| | Occupation:
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United States
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| BAKER’S CHOICE PRODUCTS, INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
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| BCP/GRAHAM HOLDINGS L.L.C. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| BLUE RIDGE HOLDING CORP. |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
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BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
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| BLUE RIDGE PAPER PRODUCTS INC. |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
United States
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| CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC |
| By: |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| CLOSURE SYSTEMS INTERNATIONAL INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Vice President and Secretary |
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| CLOSURE SYSTEMS MEXICO HOLDINGS LLC |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
United States
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| CSI MEXICO LLC |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| CSI SALES & TECHNICAL SERVICES INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| EVERGREEN PACKAGING INC. |
| By |
| | /s/ John C. Pekar |
| | Name: John C. Pekar |
| | Title: Secretary and Vice President |
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| GEC PACKAGING TECHNOLOGIES LLC |
| By |
| | /s/ Joseph E. Doyle |
| | Name: Joseph E. Doyle |
| | Title: Secretary |
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| GPC HOLDINGS LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
United States
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| GPC OPCO GP LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GPC SUB GP LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING ACQUISITION CORP. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING COMPANY INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
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| GRAHAM PACKAGING COMPANY, L.P. |
| By: GPC OPCO GP L.L.C., its general partner |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
United States
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| GRAHAM PACKAGING HOLDINGS COMPANY |
| By: BCP/Graham Holdings L.L.C., its general partner |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING PET TECHNOLOGIES INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING PLASTIC PRODUCTS INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING PX COMPANY |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
United States
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| GRAHAM PACKAGING PX HOLDING CORPORATION |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| GRAHAM PACKAGING PX, LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
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| PACTIV INTERNATIONAL HOLDINGS INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
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| PACTIV LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
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| PACTIV MANAGEMENT COMPANY LLC |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
United States
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| PACTIV PACKAGING INC. |
| By |
| | /s/ Joseph E. Doyle |
| | Name: Joseph E. Doyle |
| | Title: Assistant Secretary |
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| PCA WEST INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Vice President |
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| RENPAC HOLDINGS INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Secretary |
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| REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC |
| By: |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Secretary and Vice President |
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| REYNOLDS CONSUMER PRODUCTS LLC |
| By: |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
United States
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| REYNOLDS GROUP HOLDINGS INC. |
| By: |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Secretary |
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| REYNOLDS MANUFACTURING, INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Secretary |
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| REYNOLDS PRESTO PRODUCTS INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary |
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| REYNOLDS SERVICES INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Secretary |
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| SOUTHERN PLASTICS, INC. |
| By |
| | /s/ Tracy Reeves |
| | Name: Tracy Reeves |
| | Title: Secretary and Vice President |
United States
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| TRANS WESTERN POLYMERS, INC. |
| By |
| | /s/ Helen Dorothy Golding |
| | Name: Helen Dorothy Golding |
| | Title: Assistant Secretary and Vice President |
THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
By:/s/ Nancy R. Johnson
Name: Nancy R. Johnson
Title: Vice President
